Priorities
by CybrAngl
Summary: Sometimes you need to sit back and re-evaluate what your priorities are in life.
1. Chapter 1

The latest case had taken them close to 2 weeks to resolve. As they headed to the airport to catch their plane, they sat in silence. It had been grueling. They had proven themselves in the end, but not without a little pushback from the locals.

"I hate small town cases" Morgan growled as he boarded the jet.

"It's all they know; they never want to believe it can be one of their own." Hotch replied.

"It doesn't make them any easier though." Emily said.

The plane ride lasted 3 hours and they were back in Quantico just in time to drop off the paperwork and call it a day. They each went straight for their desks, except for Hotch, Rossi and JJ who proceeded to go to their offices. Dropping off any reports they had they had agreed to meet in the lobby at 5:30.

"Hey did anyone call Garcia?" Reid asked.

"Yea, she'll meet us there, she had some updates she was finishing up on." Morgan replied.

"Ok then we are set, let's go." Emily said. "There's a glass of white wine with my name all over it!"

They arrived at Mike's place together and went straight to the back of the bar. They always sat in the back where they could see everything that was going on. Rossi's wife walked through the door 5 minutes after they arrived and they waved her over to the table. Morgan had taken everyone's drink request and was waiting at the bar getting the order filled.

"Look at them, it's like they go into these trances whenever he's around." Emily said as she pointed to Morgan at the bar and pointed out the women that surrounded him.

"Why are you so surprised?" JJ asked. "We all know what his reputation is."

"Now now JJ, that's totally unfair! He's not doing anything but ordering our drinks." Penelope said as she giggled.

"Hey, where did you come from?" JJ asked as she hugged her friend.

"I snuck in while you and Em were busy criticizing our boy over there." She replied.

"I was not criticizing him… I was simply making an observation." Emily said with a grin.

"So where's Kevin?" Hotch asked.

"He had some work to finish up, but he'll be meeting up with us as soon as he can." Penelope replied.

"Ok, gather around, I have drinks for everyone." Morgan shouted as he came towards the table followed by the barmaid with a tray full of drinks.

After handing out the drinks, Morgan walked over to Penelope and gave her a hug and kiss. "Baby girl, you are a site for sore eyes." He said as he grinned.

"I've missed you too handsome." Penelope said and smiled.

They had two more rounds of drinks by the time Kevin arrived. He said hello to everyone and sat down next to Penelope and placed his arm around her. They ordered another round of drinks but before they arrived Hotch stood up and called it a night. He was getting Jack in the morning and he wanted to be alert and ready for his 2 year old.

Rossi and his wife followed, and Kevin quickly stood up and tried to excuse himself and Penelope.

"I'm not ready to go yet Kevin, what's your rush?" Penelope asked

"Pen it's late and I'd like to go home." Kevin replied.

"But it's Friday!" She protested.

"And I'm tired; it's been a long week." Kevin said sounding a little agitated.

Everyone noticed the tension between them and exchanged looks.

"Can you drive me home later?" Penelope asked looking towards Morgan.

"Sure not a problem." Morgan replied. JJ and Emily looked at each other. They knew how Kevin felt when it came to Morgan. Penelope had told them about the constant arguments and Kevin's insecurity when it came to Morgan. They were both surprised that she would ask him and not them, especially knowing how Kevin felt.

Kevin, who was obviously upset, stood up and said goodnight to everyone and turned towards the door to leave. "I'll walk you out." Penelope said but he didn't respond he just nodded. She followed him out the door and as soon as they were out of sight he quickly turned towards Penelope and said "I don't need you to walk me anywhere, why don't you go back inside and play with your friends."

"What is wrong with you?" Penelope asked

"What's wrong with me? Penelope I sat there right next to you for almost 2 hours and you didn't even so much as say a word to me." Kevin said. "You spent the night talking to the girls and to Morgan."

"Kevin, I haven't seen them in two weeks." Penelope said but was quickly interrupted by Kevin when he said "yea I know, they've been on a case for that long and you've been staying at the office for that long, so guess what, you haven't seen me in the same amount of time."

Penelope was silent. She knew exactly where this was going. Kevin had very little tolerance for her connection with the team and they argued about it all the time. She had had several drinks and was in no position to get into it with him.

"You can't even come up with an excuse anymore Pen. They will always come first. HE will always come first." Kevin said almost growling.

"This is not about him." Penelope managed to say.

"It's ALWAYS about him. Why is it you turned to HIM for a ride home and not one of the girls?" Kevin questioned.

"Kevin" Penelope started to say but was again interrupted by Kevin. "Penelope, I'm not going to play second fiddle to anyone much less Derek Morgan. You can't have a relationship when there are 3 people in it." He said.

"No Kevin, it's not about who's in this relationship, it's about you wanting to control me. Your issues with Derek are exactly that, YOUR issues. I won't be put in a position where I have to choose who I can be friends with and who my boyfriend might not approve of." She said, the anger in her voice more prominent.

"That's the problem here, it shouldn't be a matter of making a choice, and I should be the natural desire. I should be the one that you instinctively go to, but that's never going to happen. HE will always be your safety net." Kevin said and he started to walk away.

Inside the bar, Morgan and the girls kept looking towards the door, waiting for Penelope to walk back inside. The longer she took, the more concerned they seemed to get. "Should we go out there?" JJ asked.

"Let's give her a few more minutes; if she doesn't come back inside in 5 I'll go check." Morgan said.

"I don't think you should be the one to go outside, I'm sorry to say this but I think your part of the problem." Emily pointed out.

"What?? I didn't do anything!" Morgan protested.

"Derek, it's not that you did anything, it's just that… well your relationship with Penelope is a bit of a sore spot with Kevin." Emily said.

"He's jealous?" Morgan asked.

"That's an understatement!" JJ said. "He's very insecure when it comes to you. He has issues with all of us, but you are definitely his sore spot."

"That's crazy!!! He has nothing to be jealous about! Penelope's with him, she isn't the kind of girl that would play anybody." Derek said.

"Derek, it's not about her playing him, it's about her priorities, or should I say, what he thinks her priorities should be." Emily said.

"How come you two know all this? She's never said anything to me." Derek asked.

"Because every time you so much as think that someone is giving her a hard time, you go into protective mode. Derek, did you know that guys are afraid to even look at Penelope for fear that you'll get all up in their faces?" JJ said.

"Yea, Kevin thought twice about asking her out because of your reputation." Emily added.

Before Derek could answer, Emily pointed out that Penelope had walked back into the bar. They all noticed that she was upset. Morgan quickly got up as she reached the table and grabbed her arm.

"Everything ok Baby girl?" He asked as he helped her sit down.

Penelope simply nodded and looked over at Emily and JJ, giving them both the say it all look. They'd discussed Kevin's reaction to Derek on many nights and they both understood what she was trying to say.

"Baby girl is there anything I can do?" He asked.

"No gorgeous, it'll be fine. But thank you." She said forcing a smile.

Just then JJ excused herself. "I need to go to the little girl's room." She said.

"I'll go with you; I could definitely do with a little freshening up myself." Penelope said as she followed JJ.

"I'm sure there's going to be chatter in that room, you sure you don't want to join them?" Morgan said to Emily.

"Naaaa, I think there's going to be some chatter here as well." Emily said looking at Morgan.

"You know I want to pummel him right?" Morgan said.

"Look Derek, this is really none of my business but…" Emily started to say.

"But that's not going to stop you from telling me how you feel." Derek said finishing her sentence.

"No it's not. Have you ever asked yourself why?" Emily said.

"Why what Em?" He asked.

"Why so protective? Why do you play bodyguard? Why is everyone so afraid to go near her?" Emily said.

"What are you trying to say Em? Morgan asked sounding a little agitated.

"I just think you need to figure out why your priorities are what they are. We're all close but think about it, you only have one Baby girl." Emily said raising her eyebrow as she looked straight into Derek's eyes.

"We're best friends Em; we have been for a long time. We call each other all kinds of nicknames." He said, almost as if he were justifying himself.

Emily placed her hand on Derek's. "Hun, I'm not saying you shouldn't. I know she does as well, I'm just saying you... actually both of you need to step back and maybe re-evaluate what this all means." Emily said and gave Derek a sympathetic smile.

"We're just friends Em. Nothing more. I love Penelope and she loves me, but she's in love with Kevin. End of story." Derek said quickly standing up. "Do you want another drink?" He asked.

"Naaaa I'm good but thanks." She said.

Derek walked away and went to order another round of drinks. He replayed the conversation in his head as he waited. "_Actually both of you need to step back and maybe re-evaluate what this all means"_

"_There's nothing to evaluate. The problem is people over analyze things and see things that aren't there."_ He thought to himself.

Derek went back to the table with the drinks just as JJ and Penelope had arrived. They stayed at the bar another 30 minutes finishing up their drinks when Penelope's phone rang. Looking at the caller ID, she silenced the phone and placed it back in her purse. Derek knew it was Kevin, she had special ringtones for everyone and he knew what Kevin's ringtone was.

"Hey Baby girl, you ready to go?" He asked.

Penelope nodded and grabbed her purse. She hugged Emily and JJ and promised to call them. As they all got up to leave, Emily grabbed Derek's arm to say goodbye, as she reached over to kiss his cheek she whispered in his ear "remember that sometimes, we can't see the forest for the trees."


	2. Chapter 2

Derek and Penelope walked towards his truck. Usually Derek would have grabbed Penelope's arm or placed his arm around her shoulder as they walked. Not this time, he was very detached from her and even walked a few steps ahead of her. This didn't go unnoticed. In fact, he didn't even open the door for her. He unlocked the truck with the keyless entry and walked over to his side of the truck and opened his door to get in. As soon as they had settled she put on her seat belt and quickly turned to him. "Are you mad at me for something?" She asked.

"No, I'm not mad." He replied dryly. He turned on the truck and pulled out of the parking lot. They drove silently for about 10 minutes but the silence was uncomfortable and very unlike them.

"I'm sorry if I interrupted your plans, I had no idea the night would end this way." She said, trying to break the ice.

"No, I didn't have plans." Was all he said.

Penelope focused on the road, it was obvious that something was bothering him and he wasn't about to say what it was. She had an idea it had to do with Kevin and what had happened. But the way he was acting he seemed to be focusing his anger on her. She knew better than to push him, he would open up if and when he was ready. For right now she'd just sit there quietly trying to figure out how she was going to deal with Kevin. She had enough on her plate with him.

Derek stared straight ahead. His thoughts swirled around the conversation with Emily. He was angry but he didn't know why. It's not like she said anything she hadn't said 100 times before. Hell, he was tired of her and JJ making comments about their friendship. Even Rossi had insinuated a thing or two. All of that seemed to stop when she started to date Kevin. That should have been enough for them to see that Penelope and he were just friends and had been all along. "_She was with Kevin. She was Kevin's girlfriend"._

He remembered their first meeting. Battle had just been shot and Penelope walked over to Kevin and introduced herself. He recalled looking over at her and seeing her smile at Kevin as she stretched out her hand to shake his. He remembered thinking that they both had so much in common. All the geek stuff and all. He thought it was strange at the time that he'd make a move on her being as she'd just been through something so traumatic but when he drove her back to the hospital he broached the subject with her and she seemed uninterested so he let it go.

"DEREK!" Penelope screamed. Derek snapped out of his thoughts to realize he was driving towards a truck that was coming head on towards them. He swerved towards the right going over the shoulder and jammed on his breaks. All that could be heard was the screeching of the tires and horn of the truck as it passed right by them. He sat there hands still on the steering wheel trying to calm himself down. Taking a few deep breaths he put the truck in park and turned to Penelope and asked if she was ok.

"I'm fine, where were you?" She asked with a confused look.

"I'm fine, I'm... I'm just tired I guess I wasn't focused." He said.

"Do you want me to drive?" She asked as she gently placed her hand on his thigh.

Derek closed his eyes and took a deep breath. Something about her touch tonight made him feel off. He couldn't get his conversation with Emily out of his head and the look on Penelope's face when she returned to the table after arguing with Kevin. He was mad and he had no idea why but the worst part was he was taking it out on her.

Derek opened his eyes and released his grip on the steering wheel. He turned slightly towards Penelope. He wanted to apologize but couldn't find the words mainly because he had no clue what he was so upset at or why she was his target. His head was everywhere but where it had to be and as a result they almost got into an accident.

"Pen, I'm so sorry, I'm being an ass it's not fair to you." He said his voice raspy and deep.

"Tell me what's bothering you Sweetness, I'm here to listen." She said. "I know it's about Kevin, you were fine up to that point. It's ok you don't have to spare my feelings."

"I don't know what's wrong. I think I'm just tired; it's been a long two weeks. I guess my tolerance is low… I don't know, I have no idea but I'm sure of one thing, it's not you I'm upset at. You just got caught in the line of fire. I'm sorry." Derek tilted his head against the headrest of his car seat and looked at Penelope.

"How can a girl resist those eyes? There's nothing to be sorry for Derek, we all have off days." She said and then gave him the smile she saved only for him. "Offer stands you know, I can drive."

"It's ok Baby girl, I'm good." He said as he positioned himself and _put_ the truck in drive and headed towards her apartment.

They got to the apartment complex in 10 minutes. The silence in the car wasn't quite so uncomfortable but was still prevalent. He parked the truck in front of the building and turned it off. As he was getting out of the truck she told him he didn't need to walk her in but he insisted on walking her to the door. "I promise, I won't come in but I do want to make sure everything's ok." He said. He wasn't going to tell her that he wanted to make sure that Kevin wasn't inside waiting for her. Deep down he almost wished he was, he wanted to hit something so bad he could taste it and he would have been the perfect target.

When they reached her apartment door, she unlocked it and turned to face him. "You sure you don't want to come in for a while?" She said.

"Baby, any other night I'd jump at the chance to spend some quality time with you, but tonight I'm afraid I'd be horrible company. Can I take a rain check?" He asked

"Sure, name the time and date and we'll plan something." She told him.

He smiled at her and leaned in to kiss her cheek. "Thanks Baby girl." He said as he placed his finger under her chin and looked into her eyes. "I'm sorry about tonight."

She looked up at him and smiled. "Baby, there's no need to apologize. You know I'm here for you unconditionally. No harm no foul as they say."

"Well now isn't that sweet." Kevin said as he clapped his hands rhythmically in mock. "I should have guessed that this is what I was going to find."

Penelope sighed. She knew how he could get and knowing Derek, she knew this wasn't going to end well. "Kevin what are you doing here."

"Visiting my girlfriend, the one I haven't seen in two weeks. The one that seems to find other ways of entertaining herself without me." Kevin spewed.

"Hey man, this is not what you think it is." Derek tried to explain.

"I know exactly what THIS is Morgan. I've known what THIS is for months now." Kevin said as he came closer to them and stepped in between Derek and Penelope.

"Calm down Kevin, you're jumping to conclusions here and you're going to say something you'll regret later." Derek said pushing Penelope back with his arm and stepping between them.

"Stay out of this Morgan; this is none of your business." Kevin yelled as he stepped closer to Morgan

"Step off Lynch! This will definitely not go well for you. I mean it Man step back." Derek said practically growling.

"Oh that's right; she has her own personal guard dog. SSA Morgan to the rescue. "Kevin said sarcastically.

"Enough Kevin. I told you I didn't want to get into this." Penelope yelled.

"No, I'm sure you don't want to get into this, you never do, but I have a pretty clear picture of what you DO want to get into." He said.

"THAT'S IT!" Derek said as his stepped back and swung at Kevin with all the body force he could muster landing a solid punch in his face.

Kevin's body flew back and smacked the wall and as if in slow motion his body slid down the wall until he was sitting on the floor unconscious.


	3. Chapter 3

**A/N: First I'd like to thank you for the wonderful reviews. They really do keep the muse going ******** Secondly I'd like to warn you that I have used some cuss words in this chapter (not too many) but they do exist here and hopefully I won't offend anyone by it. That is not my intention. I hope you this chapter**.

"OMG Derek, what did you do?" Penelope said as she ran over to Kevin and kneeled down beside him. "Kevin, wake up! Please wake up!" Penelope cried as she gently shook Kevin.

Derek stood by the door and didn't budge. He shook his hand several times as he felt the swelling by his knuckles start. He stared at Kevin and watched as Penelope tried to wake him. He thought that hitting Kevin would feel better than it did.

Kevin started to wake up and Penelope looked up at Derek shaking her head. "Why'd you do that?" She asked angrily.

"You heard what he said to you. I wasn't going to just stand here and let him get away with it." He said, upset that he had to justify himself.

"So your way of fixing it is to hit him? How does that solve anything?" She said as he tried to help Kevin stand. He raised his hand towards his mouth and wiped some of the blood that was trickling down then tried to straighten up and simply shot Derek a disgruntled look. "I need to sit down Pen… can I go into your apartment?" He asked.

"Come on, I'll help you." She said and with that she grabbed his arm and helped him inside. As she passed by Derek she looked up and said "Maybe you should go. I'll call you later ok?" And with that, Kevin smirked. As long as he had her to himself, he'd milk this for all it was worth.

Derek was dumbfounded. He couldn't believe her reaction! _"How could she have gone to him? He had insulted her! Did she expect him to just sit there and listen and not do anything?_" He NEVER liked Kevin. There was always something about Kevin that rubbed him the wrong way but he could never put his finger on it. He thought he was doing the right thing, protecting his friend; instead she was upset at him and was coddling that idiot! Derek waked to his Truck and drove home talking to himself the whole way there and getting angrier the closer he got to his home.

Penelope quickly ran to get the first aid kit and tend to Kevin's lip. As she wiped it clean and put some ointment on it he reached up to her and wrapped his arms around her waist. "Penny you see what I've been telling you all along? You see how he is? Honey all he wants to do is get in your pants he's not interested in anything else. He wants to break us up." He said.

Penelope finished with Kevin's lip and placed her hands on Kevin's arms and pulled them off of her as she stepped back. Kevin, confused by her reaction went to speak but she quickly stopped him. "Kevin, you are not in this apartment to bash Derek. I didn't let you in because I thought he was wrong and you were right. You are in here simply because I DO have priorities and one of them is to tend to someone that's hurt. The only reason and I do mean ONLY reason, that Derek hit you is because I couldn't get to you first."

"Penny!!" Kevin said surprised.

"Don't you dare Penny me. You berated me, you insulted me AND Derek and you expect me to forget about that?" She said through clenched teeth. "You're lip is fine, now get hell out!" She screamed as she walked to the door and opened it.

Kevin stared at her a few minutes and shook his head. He couldn't believe it. Even after all that had happened, she was still siding with him. He stood up slowly trying to steady himself and walked towards the door. As he reached the opening he turned to her and said "You're making a mistake and you'll regret it. He doesn't want you all he wants is another notch on his belt."

"I am so tired of listening to your opinion of Derek Morgan and my friends. Every time something is wrong between us you blame it on them. It's real simple Kevin, if you and I were so right, why couldn't you get me to stop seeing Derek as my priority. Why couldn't you replace my friends as a priority?" Penelope yelled at him. Before he could respond she continued "I'll tell you why, because whenever my life was in shambles or whenever things were off kilter, it was them that sensed it, them that stepped in and it was them that got me through it. Unlike you, they've never walked away from me or left me stranded"

"You keep telling yourself that if it makes you feel better but mark my words they will disappoint you and you and eventually fall from that pedestal you have them on. As for your protector… once he gets it you'll be just like all the rest; insignificant and forgotten." He said spitefully.

Penelope looked at him and smiled and without saying another word, slammed the front door in his face. She locked it and leaned against the door. "_What the hell had she been thinking? She should never have gotten involved with Kevin." _And just then she realized what she had done. She walked towards the couch, immediately picking up her cell and hitting speed dial.

"Hey Pen, you ok?" JJ asked as she answered her phone.

"JJ I messed up!" Penelope said sounding on the verge of tears.

"What happened?" JJ asked.

Penelope told JJ all about the ride home with Derek and how he seemed angry. She told her about almost getting into a car accident because he was "spaced" out. JJ sat and listened to her friend tell the story and knew that she was fighting back the tears. When Penelope told her about the Derek hitting Kevin JJ was shocked. "OMG what happened? Is everyone ok?" JJ asked.

"JJ, he hit Kevin so hard that it knocked him out." She told JJ.

"Pen I don't understand why you think you messed up though, you didn't hit him, Derek did." JJ said not quite understanding where her friend was coming from.

"JJ, I ran to help Kevin, I wasn't thinking, I was nervous and I practically told Derek to leave. Actually I told him that he should leave." And with that last sentence the broke down, crying so hard that she found it hard to breath.

"I'll be right over." JJ said and before Penelope could answer she heard a click.

Derek opened up his front door and stepped inside. He slammed the door shut and walked to the kitchen for a beer, mumbling all the way. He felt … he had no idea what he felt. Anger, frustration, pain, disappointment and defeat. He understood the anger for the most part, but not the rest.

"_How could she help him? Especially after everything Kevin said to her. And then she helps him into her place and asks me to leave. Why?" _He drank most of the beer in one chug and placed the bottle on the coffee table. He plopped down on the couch, placing his elbows on his knees and supporting his head with hands he just stared at nothing in particular. Occasionally he'd shake his head when the thoughts in his head just didn't make sense. _"Sometimes we can't see the forest for the trees." _Those words in particular were bothering him. "What the Fuck does that mean Prentiss?" he yelled out and with that picked up his phone and made a call.

JJ and Emily arrived at Penelope's in record time. When Penelope opened the door she saw JJ was holding a bottle of wine and Emily a bag of snacks. Penelope smiled at the two of them and let them in.

"Have you talked to Derek yet?" JJ asked.

Penelope shook her head no. "I'm giving him some time to cool off. He's probably so pissed at me right now." She said.

"Pen, he's probably hurt not pissed. You need to clear this up with him; I'm sure once you both talk things will work out." Emily said grabbing her friends hand and squeezing it.

"You guys didn't see the look on his face, he was so hurt. He came to my defense and instead of being grateful to him I asked him to leave and to add insult to injury, I helped Kevin." Penelope barely finished the sentence before the tears started to flow again.

"Come on, let's sit down and talk through this. You need to calm down enough to talk to Derek Pen." Emily said.

"Em, I can't. I'm probably the last person he wants to talk to tonight." Penelope said.

"Pen, I really don't think so. What's more, I think that maybe I had something do to with how he was acting tonight." Emily said.

JJ and Penelope both looked at Emily. "Why would you think that?" JJ asked.

"I talked to Derek when you two were in the restroom. I sort of pushed some button." Emily said concerned about the reaction she'd get. Emily told the girls about her conversation with Derek and how he'd reacted to what she had to say.

"How could you do that Em?" Penelope said, quickly standing up and taking a few steps from the couch. She turned to Emily and said "Why can't you guys understand that there is NOTHING between Derek and me! Why can't you accept that? I have! You guys need to let it go!"

Emily stood up and walked to Penelope, placing her arms on Penelope's shoulder she looked straight into her eyes. "Pen, how can everyone be wrong? We all see it. It's as plain as the nose on your face. What we can't understand is why you're both fighting it so hard. You won't allow yourself to believe it and he doesn't realize why he does what he does because he's so busy looking at the small picture. Derek the fix it man to the rescue, Derek the nurse to the rescue, Derek the friend to the rescue, Derek the bodyguard to the rescue. Get the picture?"

"Emily you're wrong. It's not like that between us." Penelope said.

"No Pen, it IS like that between you two. I only hope that you'll both wake up soon because if you don't, you might miss that window. Life is precious Pen and you're both wasting so much time. Time you can't get back." Emily said.

"She's right you know. Penelope Garcia it's time to shit or get off the pot." JJ said.


	4. Chapter 4

"Hi Mom, how are you?" Derek asked.

"I'm fine baby and you?" Fran responded.

"I'm fine. How are the girls doing?" He asked.

"They're good but they miss you. When are you coming up for a visit? It's been a while." Fran said.

"I've been real busy but I was hoping to make it up there next month. Depends on my case load. You know I'm never sure where I'm going to be from day to day." He said.

"Derek is everything ok? You sound a little off baby." Fran said sounding concerned.

"Yea Mom, I'm just tired. We had a long case and the day feels like it's never going to end. How are my niece and nephew? " He said.

Fran knew this was his way of changing the subject. Her son didn't do well with sharing his feelings but she also knew that this was a direct result of Carl Buford. Derek had learned to keep his feeling buried deep down inside to protect himself and even though he had gone to counseling, it was obviously a matter of self preservation for him. She had learned that sometimes she just needed to push him a little to get him to open up.

"The kids are fine. Growing like weeds. Sarah is thinking about putting them into nursery school next year. So what happened today that it feels so endless for you? She asked.

"I'm just not myself is all. I'll be fine tomorrow." He said not managing to convince him Mom or himself of that.

"Baby I know there's more to this. I'm your mother and I know things." She said.

"Mom I'm a little confused by things. I know I'm tired but I'm not seeing straight right now. I wouldn't even know how to explain it. I'm just … I don't know, a lot of things. I can't even say what I am right now." He said realizing that he was talking in circles.

"Why don't you take it from the beginning, tell me about your day." Fran said lovingly.

Derek told his Mom about the case they had just wrapped up and how the locals had given them a really hard time. He told her about all of them getting together after they arrived and how his mood had changed and he was happy to be back. He had left out the part about Penelope and Kevin, so when he starting telling her about his discussion with Emily, Fran was obviously a little confused. When she questioned him on the conversation, he realized he had to fill her in on the argument. It was then that Fran was able to follow. It was then that he explained his anger. How it had it bothered him that Emily would again bring up his relationship with Penelope.

"Derek, does Emily not approve of your friendship with Penelope?" Fran asked.

"Emily is always saying that my Baby girl and I feel more for each other than we're both willing to admit. This is an ongoing conversation with Emily. It had quieted down a bit when my girl started dating Kevin, but it reared its ugly head again tonight. I don't know where it comes from but it's obvious my girl is with someone else. Emily doesn't seem to want to accept that. She was saying that I needed to re-evaluate my priorities which really pissed me off. " Derek said.

"Derek why did Emily bring this up again tonight?" Fran asked.

"She didn't think I should be the one to go outside and make sure my Baby girl was ok. Ma she told me that Kevin has some insecurity issues with me and that by going out there I might make things worse. I questioned that because I hadn't done anything. That's where she told me about her conversations with my Baby girl. Seems I have a reputation of pummeling guys that go near her so everyone's afraid to." Derek explained.

"Baby, you've never hurt anyone have you? Fran asked concerned about the idea that her son would do that.

"Of course not Ma. I watch out for her, she wants to see the good in people all the time, and well you know that's not always realistic." Derek said. "You know people like to jump to conclusions. They know I help her out with things and that we hang out a lot together, at least we used to until she started dating that idiot."

Fran couldn't help but laugh. "Derek honey one of these days you are going to say that out loud and in public and word will get back to him." She said.

"Like I care Ma, he really doesn't deserve my Baby girl. Problem is she hasn't realized that yet." He said.

"Well I'm sure people think the same thing about you and the other girls too, I mean after all I'm sure you have a good relationship with them as well." Fran stated.

"I do Ma, but it's different with them. They don't need my help." Derek said.

"Oh I see so you don't do the same things with them?" Fran asked?

Derek was silent for a bit. He thought about what he'd said and realized that he did react differently with her. He was close to Em and JJ but it was a different kind of close.

"Derek are you still there?" Fran asked.

"Uh yea Ma I'm sorry what was the question?" Derek said trying to buy some time.

"Young man you know exactly what my question was. Now you're stalling." Fran said sounding somewhat stern with her son.

"No I don't. JJ and Em don't really need me. My Baby girl is alone Ma, she doesn't have anyone. I know JJ isn't technically with anyone right now but Will is coming once the baby is born and Em, well she's just Em. She's always been strong and independent." Derek said.

"So the only one with a boyfriend close by is Penelope but she's the only one that needs you?" Fran asked subtly pushing the buttons that Derek needed pushing.

"You think I have feelings for her too don't you?" Derek asked.

"I'll tell you what I think baby. You and I have been talking for almost 30 minutes and in all that time, every time you refer to Penelope it's "my girl" or "My Baby girl" and I do believe there was a "my baby" in there as well. I don't believe that you think she's incapable of taking care of herself but it does sound like you enjoy that role. It also sounds like it bothers you that someone else would take that role on. I know you don't like Kevin but you seem angry with him. I'm not sure if it's because of tonight's scene or if this is something you have felt for a long time because he took her away from you. I think you're scared because you have feelings and you don't know what do to about them. I think you're afraid it's too late because she's already with someone else." Fran said.

"Mom" Derek said but Fran continued talking.

"Honey, I'm on the outside looking in and from what I can see, Emily is right. You need to think about what Penelope means to you. I think you'll be surprised with the answer." Fran said gently.

"This is the whole you can't see the trees for the forest thing isn't it?" Derek asked.

Fran broke out laughing. "No Baby, it's you can't see the Forest for the Trees. It just means that you're so busy with all the little details that you're not seeing the big picture. Just think about what I said. Be honest with yourself don't let fear take away what could mean so much happiness for your baby." Fran said.

"I will Ma. I'm going to try and get some sleep." Derek said.

"Ok baby, sleep tight." Fran said.

"Ma?"

"Yea honey."

"I love you Ma, thanks for listening." Derek said.

"I love you too baby." Fran replied.

Derek hung up and leaned back against the couch. Thinking about his conversation with his mother he knew she was right. He hated that he could be replaced by Kevin in her life. He hated that she didn't need him anymore. What he really hated was the fact that if was Kevin that held her night instead of him. He knew he had screwed up with Penelope. Punching her boyfriend was not one of the smartest things he'd ever done but it was what it was. He looked at his cell and sighed. He wanted to talk to her and clear things up. He wanted to apologize and make things right between them again. He wanted……. He wanted her. Derek smiled to himself. For the first time he had admitted it. He wanted her. He jumped off the couch and grabbed his jacket. He was going to Penelope's house. He would tell her everything. He would finally admit what he'd been denying to himself all along. He was going to make things right.

As he reached the door he realized that Kevin was probably still there. He knew he couldn't show up there. It would only create more problems. He leaned against the door and slowly dropped his body to the floor. He leaned his head back against the door. _"I blew it. She's not my Baby girl, she's his."_


	5. Chapter 5

**A/N: Well we've reached the end of this angsty story. I hope you guys don't hate me too much for what I put them through but if you've read my other stories you already know I make them work for it ******** I hope you enjoyed reading it as much as I enjoyed writing it ******** Thank you so much for your reviews they are truly appreciated. **

For 2 hours, Emily and JJ tried to convince Penelope that she needed to call Derek and work things out. Penelope understood all that they were saying and even agreed, but she was scared and that feeling was so strong that it blocked all possibility of a conversation happening tonight. Emily and JJ finally gave up and decided that she would do things her way and in her time.

"Has anyone called Hotch?" JJ asked.

"Why would we call Hotch?" Penelope asked.

"Pen we have to let Hotch know what happened tonight." Emily said.

"My personal life is none of the Bureau's business." Penelope protested.

"Pen, Derek hit Kevin. They are both employee's of the FBI. We need to give Hotch a head's up. Just in case Kevin goes to Strauss." JJ explained.

"OMG this never ends!!! Can Derek get in trouble? Please tell me he can't get in trouble. I don't think I could take that." Penelope said panicking.

"I'm sure Hotch and Rossi will know what needs to be done. I wouldn't worry too much about it. I'd worry more about the news getting to Hotch without as much as a warning from us." Emily said. They all nodded in agreement and Emily proceeded to give Hotch a call.

Derek got off the floor and decided that he would shower. There was nothing he could do right now to get things straightened out. Going to Penelope's was only going to make things worse with Kevin being there. As he stepped into the shower he heard he cell phone ring. He quickly ran to pick it up thinking it might be Penelope.

"Pen?" He answered never bothering to look at the id.

"_Morgan? It's Hotch." _

"I guess you've heard. How much trouble am I in?" Morgan asked.

"_Depends, I don't have all the details. Care to fill me in?" Hotch asked. _

Derek explained everything that had happened at Garcia's apartment. Hotch listened without interrupting. When Derek was done telling him the story he said "Hotch I'm not apologizing to that asshole! I'd do it all over again if I had to."

"_Morgan, he hasn't gone to anyone with this…yet. If he does, it would be your word against his with Penelope as the only witness."_

"**NO!** Hotch I won't put her in a position where she has to lie for me or go against me. I won't do that! I'll resign first." Derek yelled.

"_Morgan, it's not going to get to that. She can tell the truth. You were both off Federal Property and off the job. You'll probably both walk away with warning at its worst. Besides, I can have Rossi talk to Strauss; she seems to have a soft spot for him." Hotch said. _

"You don't understand Hotch, it's lose lose for her, I don't want her in that position. He'll give her hell for not siding with him or not having her priorities in place." Derek said.

"_He won't be going anywhere near her Morgan." Hotch assured. _

"You think? He's with her now. After everything he said tonight and everything that happened she took him into the apartment and told me to go home." Derek said feeling the anger build up again.

"_Derek, the only people with Penelope right now are Em and JJ." Hotch said. "What makes you think he's there?" _

"What? Hotch, are you sure?" Derek asked.

"_I just got off the phone with Emily. She told me that Penelope called them after she kicked Kevin out. Em said she was freaking out about it. Well not about Kevin, but about you. Derek have you not spoken to them at all tonight?" Hotch asked. _

"No I haven't. I figured she was pissed at me. I was about to over until I realized that Kevin was probably still there and I didn't want to make things worse." Derek said.

"_You need to call her Morgan. She's freaked out." Hotch said. _

"Hotch I'm headed over there. I don't want to do this over the phone." Derek said.

"_I'll call Rossi and make sure he's ready in case Strauss gets involved. And Morgan?" Hotch said_.

"Yea?" Derek said

"_I would have given anything to see him go down. I heard it was a hell of a punch." Hotch said with a slight smile on his face. _

Derek smiled and said "I thought it would have felt better than it did though. I didn't enjoy it as much."

"_Don't do it again, now go." Hotch said. _

Derek quickly got dressed and ran out the door. All he could think of was getting to his Baby girl. The rest would all have to fall into place. His priority was getting to her. He pulled into the parking lot of her building 10 minutes later. He ran inside the building and pressed the button to the elevator. Not willing to wait, he grabbed the stairs two at time reaching her floor in no time flat. He ran to her door and knocked.

Em and JJ were sitting on the couch waiting for Penelope who had gone to take a shower. Hotch had already called Emily and gave her the head's up about Derek coming over but hadn't had the chance to tell Penelope yet. JJ got up to open the door and let Derek in.

"You're out of breath. Did you run here?" JJ asked

"Just up the stairs. She had to live on the 4th floor right?" Derek said out of breath.

"Where's Pen?" Derek asked waving at Emily.

"She's in the shower. She figured that would help her unwind a little." Emily said.

"Can you guys give us a little privacy? I need to talk to her and I really don't want an audience." Derek asked.

"Depends. We talking good talk?" Emily asked. "She's been through hell tonight Derek."

"I'm talking Forest." Derek said and gave Em the say it all smile Morgan style.

Emily smiled. Looking over at JJ she said "By George I think he'd got it!"

"It's about damn time!" JJ said.

They both hugged Derek and headed towards the door. Before closing the door Emily looked at Derek and said "Don't go doing anything stupid, focus on that Forest."

Derek smiled and said "I got this."

Derek sat on the couch. He was nervous and the more time passed the more nervous he got. He couldn't help but laugh to himself about that. He was never nervous around women. He'd feel better after the initial shock of her seeing him there. He hoped.

"Derek? What are you doing here? Where are the girls?" she asked all confused.

Derek stood up from the couch and took a deep breath. The sight before him more than he could handle at the moment. There she stood, her hair wet and loose, wearing a t-shirt that he recognized as his own. _"Focus Derek, don't fuck this up."_ He thought to himself. "I asked them to leave us alone, they said to say good night and call them tomorrow." Derek explained.

Penelope was quiet. There he stood the one and only man that had the ability to make her knees go weak by his mere presence. She had loved him for so long and knew she always would. He was the one thing in her life that she knew she'd never attain no matter how determined she was. "Did they call you and ask you come over?" Penelope asked.

"Hotch called me, he wanted to find out what happened." Derek said. "I decided to come over after my conversation with him."

Penelope started to walk over to the couch and stopped when she got near Derek. "Derek I'm so sorry about tonight, I understand if you're mad about how I reacted but I wanted to explain why I did what I did." Penelope said.

"Why don't we sit? Let's talk about it." Derek said as he grabbed her hand and guided her towards the couch.

"Derek I know it looks like I chose him over you but I didn't. I wasn't mad at you I was nervous. I know you can get into trouble for hitting him. I didn't want you in a position where he was going to push those buttons again. He's spiteful and he knows his way around things." Penelope said.

"Baby, if you know how he is, why are you still with him?" Derek asked wanting to hear the answer and at the same afraid of what she might say.

"I'm not. I kicked him out after I made sure he was ok. I didn't want him going to the police or filing a complaint with the Bureau. I was afraid he'd call while you were still here. I wanted to make sure you were home before he left and that he couldn't start anything with you again." She explained.

"You two broke up then? Is there any chance that you two will get back together?" He asked.

"NO! I never should have gone out with him in the first place." She said.

"Baby, how come you never told me that you and he would argue about the team and about me?" Derek asked.

Penelope looked down but Derek placed his finger on her chin and forced her to look at him. "Baby, I need you to look into my eyes, I need to be able to read you." Derek said.

"I was afraid." She said in a voice that was barely audible.

"Of me?" he asked.

Penelope nodded. "Derek, every time something happens in my life, you try to fix it. I was afraid that if I told you how he felt you'd want to fix it. He wouldn't be happy until you were totally out of my life and if you knew that you'd want to walk away. I was afraid you'd stop being my friend because he didn't like it. I didn't want to lose my best friend." Penelope said her voice cracking towards the end.

"Baby girl listen to me. No matter what happens you will never lose me. I need you to believe that." Derek said as he looked into her eyes. "You told me your friendship to me was unconditional and I need you to believe that it works both ways. I'm not going anywhere."

Penelope nodded. "Can I ask you a question?" She said

"Shoot." He said.

"Why did you come here tonight? I mean you said you spoke to Hotch and it was after that you decided to come." She asked.

Derek took a deep breath and stood up. He knew it was now or never. She had been honest and upfront with him on everything he asked and she deserved the same. He turned towards her and paused. He tried to gather the words he wanted to say. After a few seconds he walked back to the couch and sat down next to her, grabbing her hands in his he said "Pen, what I'm about to say may or may not come out right but bare with me."

"I was so happy to see you today when we all met at the bar. Between the time we were away and the fact that dealing with the locals was so hard, you were my ray of sunshine. When Kevin showed up I noticed something in me changed and I couldn't figure out what. I didn't understand it. When he left I glad and again I couldn't understand why. He makes you happy and I should be happy about that right? But finding out that you were having problems and that you didn't tell me about them and then having Em talk to me about trees and forests made me mad. Problem was I had no clue what I was mad about. The rest of the night was a mini battle with myself. Pretty much a vicious cycle. "He said. He noticed the confused look on her face and said "I know I'm not making sense here... "

He stood back up and paced the living room trying to find the right words to say without sounding like a blithering idiot. Penelope watched him but kept silent.

"Baby what I'm trying to say is I've having all these feelings that I just couldn't make sense out of because I wasn't facing them. I was pushing them away and excusing them as if they meant nothing. I wasn't seeing the forest. It wasn't until after I faced all these feelings that I realized what it was all about. When I finally started asking myself why it all became clear to me." He said and with that he walked back to her and kneeled on the floor, looking up at her eyes. "Baby girl I was scared. I was scared I'd been replaced by Kevin. I was scared that would become you're priority and you'd push me away. I was scared that I'd already lost you and I didn't know how to change that. Baby I'm in love with you and I'm afraid I've lost my chance." He said his voice deep and raspy.

Penelope's eyes filled with tears. "Are you sure?" Penelope asked not able to believe what she had just heard.

Derek smiled; grabbing her chin and leaning in towards her he said "I've never been more sure of anything in my life."

"I feel like I'm dreaming and any minute I'm going to wake up." She said.

"This isn't a dream baby girl. I've been an idiot and I let fear stand in my way. Please tell me you feel the same." He said.

"Derek I've been in love with you for as long as I remember but I never believed anything would come of us." She said.

Those were the only words Derek needed to hear. He placed his hand behind her head and pulled her into him. The kiss was very gentle at first, he wrapped his other arm around her and together they stood up. Wrapping her arms around his neck, the kiss deepened and stopped only when they both needed to come up for air. They stared into each other's eyes in silence. They're bodies so close they were almost one. She could feel him harden up against her thighs and the thought of her doing that to him turned her on.

"Mmmm you really are happy to see me." She said coyly as she slowly lowered her hand to touch his hardness.

Derek let out a deep growl as he felt her hand against him. "You're killing me here." He said.

Penelope grabbed his hand and started walking towards her bedroom as they reached the door Derek stopped and asked "Are you sure about this? I don't want to rush into anything."

Penelope smiled. "Baby if you call waiting 5 years to make love to you rushed, I can't wait to see what your definition of making love to me all night long is." She said giggling.

Derek laughed. He grabbed her and pulled her close to him and started to place gentle kisses on her face working his way down towards her neck. He nibbled gently and placed his hand on one of breasts; Penelope moaned and dug her nails into his back.

"Baby take me to bed." She managed to say breathlessly.

Derek nibbled her neck some more and gently bit down. "Ohh Derek." Penelope said out loud and that brought a smile to Derek. "What's your rush baby, we have a lifetime." He said.

Undoing his belt and pants, she pulled them down and wrapped her hands around his shaft. "I have a hard on to take care of baby." She said as she grabbed his lower lip between her teeth and whispered "A girl does have her priorities you know."


End file.
